Komplett Bank Annual Report 2020

The general meeting elects the Board’s shareholder-elected members as well as members of the nomination committee. The general meeting also elects the Bank’s auditor. Separate voting is arranged for members of the Board and the nomination committee who are up for election. Decisions are made by a simple majority, unless otherwise provided by law or the articles of association. In 2020, the Annual General Meeting was held on March 25 with 39.41 percent of the total outstanding shares and votes represented. There were no extraor- dinary general meetings in 2020 7. Nomination committee In line with the articles of association, the bank has established a nomination committee consisting of three members. The members are elected by the general meeting for two years at a time. As at 31 December, the nomination committee consists of: Ǵ Tom O. Collett (chair, up for election in 2022) Ǵ Nils J. Krogsrud (up for election in 2021) Ǵ Herman Alexander Knopp (up for election in 2022) All three are considered independent of the Board and day-to-day management. Board members, the CEO and other members of the Bank’s executive management may not be elected as members of the nomination committee. Separate guidelines have been issued for the nomination commit- tee’s tasks, composition and criteria for eligibility. The nomination committee’s duties are to propose candidates for election as members of the Board and to make recommendations on remuneration for members of the Board and its subcommit- tees, as well as for the nomination committee. The report from the Board’s annual self-evaluation is handled by the nomination committee. The nomination committee shall report on its work and present its reasoned recommendation to the general meeting. The recommendation must include relevant information about the candidates and an assessment of their independence from the company’s management and Board. The nomination committee should be in contact with shareholders, the Board members and the CEO in the task of proposing candidates for the Board and getting support for its recommendation from the Bank’s largest shareholders. The nomination committee’s reasoned recommenda- tion to the general meeting is made available no later than 21 days before the general meeting is held. The nomination committee’s recommendations must always satisfy the requirements for the composition of the Board laid down in applicable legislation and relevant regulations. 8. Board of directors, composition and independence According to the current articles of association, the Bank’s Board of Directors must consist of five members who are all elected by the general meeting, as well as two employee representatives who are elected by and from among the bank’s employees. Overall, the Board shall have the competence that is necessary to carry out its tasks based on the Bank’s organisation and activities, and at least one of the members shall have qualifications in accounting or auditing. According to the current articles of associa- tion, two of the Board’s elected members must be employees of the Bank. For these members, two personal deputies with the right to attend and speak on the Board shall be elected. The general meeting elects the chair and deputy chair of the Board. The Board members are elected for two years at a time. The majority of the shareholder-elected members of the Board of Directors are independent of senior executives and significant business associates and at least two of the shareholder-elected members are independent of the Bank’s main shareholders. In 2020, the Board held 18 meetings. The audit and risk committee has held 10 meetings. AS AT 31 DECEMBER 2020, THE BANK’S BOARD OF DIRECTORS CONSISTED OF THE FOLLOWING MEMBERS: Name Role Independent of largest shareholder First time elected On election Number of meetings in 2020 Number of shares in Komplett Bank Stig Eide Sivertsen Chair Yes 2018 AGM 2022 18 meetings 200 000 Bodil Palma Hollingsæter Vice chair Yes 2014 GM 2021 18 meetings 459 117 Live Haukvik Board member Yes 2013 GM 2022 18 meetings 0 Nishant Fafalia Board member N0 2021 GM 2022 0 meetings 70 000 Harald Hjorten Board member Yes 2019 GM 2021 18 meetings 80 000 Jonna Kyllönen Employee elected Yes 2020 GM 2022 14 meetings 3 343 Kristian Tovsen Employee elected Yes 2020 GM 2022 14 meetings 45 000 Information about the Board members’ background and competency is available on Komplett Bank’s website https://ir.komplettbank.com/corporate-governance/board of-directors/. 18 Corporate governance